south carolina limited liability company act

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The certificate is canceled when the notice becomes effective. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (2) the date of filing of its certificate of organization; and. Section 33-43-106. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. (3) 'Debtor in bankruptcy' means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a successor statute of general application; or. Section 33-43-1005. To cancel its certificate of authority to transact business in this State, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. Section 33-43-1104. (13) Statement of Authority (Section 33-43-302): $10.00. Need to save time? 3. often South a. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. There also may be statutes, such as S.C. Code Section 41-10-10 et. The South Carolina Reporter's Comments contained in Chapter 43, Title 33, as added by the provisions of Section 2, are not considered part of the 1976 Code sections which immediately precede the Reporter's Comments. WebSouth Carolina Code of LawsTitle 33 - Corporations, Partnerships and Associations. (17) Statement of Termination (Section 33-43-702): $10.00. See, Olson v. Halvorsen, 986 A.2d 1150 (Del. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (4) The consent of all members is required to: (A) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (B) approve a merger, conversion, or domestication under Article 10; (C) undertake any other act outside the ordinary course of the company's activities; and. (9) 'Manager-managed limited liability company' means a limited liability company that qualifies under Section 33-43-407(a). (a) A limited liability company that is converted to a corporation is for all purposes the same entity that existed before the conversion. Section 33-43-1006. b. : the compass point directly opposite to north. Other Titles provide for other conversions: (5) Corporation converted into an LLC (Section 33-11-113); (6) Corporation converted into a partnership (Section 33-11-113); (7) Corporation converted into a limited partnership (Section 33-11-113); (8) Corporation converted into a nonprofit corporation (Section 33-10-110) only into Public and Mutual Benefit; (9) Partnership converted to a corporation (Section 33-11-109); and. The South Carolina LLC Act functions by default as an agreement between the members, guiding the formation, management, and dissolution of South Carolina LLCs. If the organizer will be the sole member, the sole member may simply file the articles. The application must state the name and address of the applicant and the name proposed to be reserved. (c) 'Personal liability' means liability for a debt, obligation, or other liability of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or. (12) 'Operating agreement' means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Section 33-43-110(a). (B) The General Assembly further provides that the South Carolina version of the Uniform Limited Liability Company Act of 2021 differs in some respects from the 2006 Revised Uniform Limited Liability Company Act adopted by the Uniform Law Commission and recommended to the states for adoption. The notice must state: (1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. Section 33-43-504. (b) A South Carolina limited liability company may become a foreign limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (2) the South Carolina limited liability company complies with the foreign limited liability governing statute. In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. (g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. A transferable interest is personal property. (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may: (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and. Bishop & Kleinberger, LIMITED LIABILITY COMPANIES: TAX AND BUSINESS LAW, & paragraph 6.04(2)(a) (2012). (C) has engaged in, or is engaging, in conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member; (6) in the case of a person who is an individual: (B) in a member-managed limited liability company: (i) a guardian or general conservator for the person is appointed; or. Section 33-43-1010. WebSouth Carolina enacted its first Limited Liability Company Act in 1994. (2) a demand under paragraph (1) would be futile. Section 33-43-1108. (iii) by a duly recorded deed of conveyance to the newly-named limited partnership. (iii) by a duly recorded deed of conveyance to the newly-named partnership. (6) the street address of the surviving entity's principal place of business. (5) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. (4) Subsection (f) applies only to the members. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. Section 33-43-103. (a) A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. If the provisions of the new act are not modified by the operating agreement, a member who withdraws will not receive anything for her interest until the LLC is dissolved. (b) The Secretary of State shall collect a fee of $10.00 each time process is served on him pursuant to Section 33-43-116. Section 33-43-603. Above all, don't be complacent, let the lawyers at Spiegel & Utrera, P.A., with a combined 175 years of legal experience, assist you in reaching your goals. The remaining members can thus amend (if necessary) the operating agreement to limit or eliminate rights that the former member might have previously enjoyed. Section 33-43-1018. (8) 'Partnership agreement' means an agreement among the partners concerning the partnership or limited partnership. Web1. (3) the changes the restatement makes to the certificate as most recently amended or restated. Section 33-43-704. The agreement also includes financial information related to the company such as ownership interest, initial loans, capital contributions, and any other records. (d) A person that is not a member is deemed to have notice of a limited liability company's: (1) dissolution, ninety days after a statement of dissolution under Section 33-43-702(b)(2)(A) becomes effective; (2) termination, ninety days after a statement of termination Section 33-43-702(b)(3) becomes effective; and. (5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. (2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to: (A) state that the company has no members; (B) state that the person has been appointed pursuant to this subsection to wind up the company; and. Section 33-43-107. (e) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. south highway 1 ( ecclesiastical) Designating, or situated in, the liturgical south. (c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests of the company. (d) At any time before foreclosure under subsection (c), the member or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. The official comments prepared by the ULC are not included in this act but interested users may access these comments at the Uniform Law Commission's depository website: http://uniformlaws.org. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and. (d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file a certificate of organization in the office of the Secretary of State which satisfy the requirements of Section 33-43-201 and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b); and. In South Carolina, the Uniform partnership Act provides requirements which must be met by a business wanting to register as an LLP in the state. Title 33 - Corporations, Partnerships and Associations. Section 33-43-201. The statement operates as provided in subsections (f) and (g). (a) A member is not an agent of a limited liability company solely by reason of being a member. WebFind low fares to top destinations on the official Southwest Airlines website. (c) On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). (e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. (15) 'Principal office' means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State. In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and. (b) A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) may enforce the obligation. (c) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this chapter contains a provision that would be ineffective under Section 33-43-110(c) or (d) if contained in the operating agreement, the provision is likewise ineffective in the record. Webthe uniform limited liability company act ( ullca ), which includes a 2006 revision called the revised uniform limited liability company act, is a uniform act (similar to a model statute ), proposed by the national conference of commissioners on uniform state laws ("nccusl") for the governance of limited liability companies (often called llcs) by (a) A limited liability company may be converted to a limited partnership pursuant to this section. (b) A South Carolina limited liability company that becomes a foreign limited liability company consents to the jurisdiction of the courts of this State to (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (a) A limited liability company may be converted to a partnership pursuant to this section. Section 33-43-401 does not require those persons who will be LLC members to enter into a formal agreement prior to the filing of articles of organization. (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect. Section 33-44-403. Unless modified by the operating agreement, if a member withdraws from the LLC the withdrawal will be "wrongful" and subject the withdrawing member to damages. (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company may be recorded by certified copy in the office of register of deeds of the county in South Carolina in which the real property is located. As defined by the U.S. federal government, it includes Alabama, Arkansas, Delaware, the District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Ninety consecutive days is sufficient time to either wrap up the business of the LLC or to utilize subitem (A) or (B) in connection with there being an on-going member to coordinate a liquidation. (b) In a proceeding brought under subsection (a)(5), the court may order a remedy other than dissolution. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (3) Notice of transfer of Reserved Name (Section 33-43-109(b)): $10.00. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter; or, (2) a misrepresentation has been made of a material matter in any application, report, affidavit or other record submitted by the company pursuant to this chapter; or. The statute thus does not preclude individual liability for members (or managers) of a limited liability company if that liability is not based simply on the member's affiliation with the company. (e) A registered agent may resign with respect to a limited liability company or authorized foreign limited liability company whether or not the company or foreign company is in good standing. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (A) the company is or will be 'manager-managed'; (B) the company is or will be 'managed by managers'; or, (C) management of the company is or will be 'vested in managers'; or. (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. Section 33-43-110. Section 33-43-403. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. (d) Articles of merger operate as an amendment to the limited liability company's certificate of organization. (3) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers. (4) if, within ninety consecutive days after the company ceases to have any members: (A) the last person to have been a member, or the legal representative of that person, designates one or more persons to become a member or members; and. (16) Statement of Dissolution (Section 33-43-702): $10.00. Section 33-44-603 Section 33-43-102. (b) The terms and conditions of a conversion of a limited liability company to a limited partnership must be approved by all the members or, subject to Section 33-43-1017, by the number or percentage of the members required for conversion in the operating agreement. (d) An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (c) Except as otherwise provided in subsection (f), the effect of a distribution under subsection (a) is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and. (b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the Secretary of State for filing a signed notice of the transfer which states the name and address of the transferee. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. (3) Within ten days after receiving a demand pursuant to paragraph (2)(B), the company shall in a record inform the member that made the demand: (A) of the information that the company will provide in response to the demand and when and where the company will provide the information; and. (C) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. This subsection does not appear in this act. WebSouth / ( sa) / noun the South the southern part of England, generally regarded as lying to the south of an imaginary line between the Wash and the Severn (in the US) the area (f) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. This chapter may be cited as the 'Uniform Limited Liability Company Act of 2021'. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. (b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this chapter governs the matter. (a) A limited liability company shall designate and continuously maintain in this State a registered agent. (25) Articles of Conversion of a Limited Liability Company that Converts into a Partnership (Section 33-43-1008): $10.00. 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